<PAGE>


                                  EXHIBIT 10.12

                                   F&M BANCORP
     CONVERSION OF MONOCACY BANCSHARES, INC. STOCK OPTIONS HELD BY DIRECTORS
                                     (DATE)

         Pursuant to Section 1.5 of the Agreement and Plan of Merger (the
"Plan") dated as of September 4, 1998, by and between F&M Bancorp ("F&M
Bancorp") and Monocacy Bancshares, Inc. ("Monocacy"), F&M Bancorp hereby grants
to you substitute stock options as set forth below. Such substitute stock
options shall be subject to the terms and conditions as set forth in the
Monocacy Bancshares, Inc.1997 Independent Directors' Stock Option Plan, attached
hereto as Exhibit A.

         Each Monocacy stock option held by you is hereby converted into an F&M
Bancorp stock option which entitles you to purchase a number of shares of F&M
Bancorp Common Stock equal to the number of shares of Monocacy Common Stock (as
to each whole share) which could have been purchase under each Monocacy stock
option multiplied by the Exchange Ratio (as defined in the Plan) rounded down to
the nearest whole share. The per share exchange price of each F&M Bancorp stock
option granted hereunder shall be equal to the price per share set forth in each
Monocacy stock option divided by the Exchange Ratio (as defined in the Plan),
rounded up to the nearest whole cent.

CONVERSION CALCULATION:

Exchange Ratio: 1.251
Director:

MONOCACY STOCK OPTIONS:

<TABLE>
<CAPTION>

                           SHARES SUBJECT
DATE OF GRANT              TO OPTION                 EXPIRATION DATE EXERCISE PRICE
-------------              --------------            ------------------------------
<S>                      <C>                      <C>

</TABLE>


F&M BANCORP SUBSTITUTE STOCK OPTIONS:

<TABLE>
<CAPTION>


                           SHARES SUBJECT
DATE OF GRANT              TO OPTION                 EXPIRATION DATE EXERCISE PRICE
-------------              --------------            ------------------------------
<S>                      <C>                       <C>

</TABLE>

         IN WITNESS WHEREOF, having been duly authorized, we have signed this
document as of the _________ day of _____________, 1999.

                                            F&M Bancorp


                                            By: ____________________________
                                            Name:
                                            Title:


                                            By: ____________________________
                                            Name:
                                            Title:


                                     34

<PAGE>





EXHIBIT "1"

                                             MONOCACY BANCSHARES, INC.
                                   1997 INDEPENDENT DIRECTOR'S STOCK OPTION PLAN
                                              STOCK OPTION AGREEMENT


         A STOCK OPTION for a total of five thousand (5,000) shares of common
stock, par value $5.00 per share, of Monocacy Bancshares, Inc., a Maryland
business corporation (herein the "Corporation") is hereby granted to
__________________ (herein the "Director"), subject in all respects to the terms
and provisions of Monocacy Bancshares, Inc. 1997 Independent Directors' Stock
Option Plan (herein the "Plan"), dated April 28, 1997, which has been adopted by
the Corporations' shareholders and which is incorporated herein by reference.
The "Option Price" as determined under paragraphs 4 and 6 of the Plan is
$___________ per share.

1. This Option shall vest and become exercisable in accordance with the
following schedule:

<TABLE>
<CAPTION>

         Period From Option                          Vested            Number of
         Grant Date                                  Percentage        Shares Vested
         ------------------                          ----------        -------------
      <S>                                        <C>                  <C>
         Less Than 1 Year                                   25%             1,250
         1 Year But Less Than 2 Years                       50%             2,500
         2 Years But Less Than 3 Years                      75%             3,750
         3 or More Years                                    100%            5,000

</TABLE>

     Notwithstanding the foregoing, the Option shall vest and become immediately
     exercisable upon the occurrence of an event constituting a Change in
     Control if the Option has been outstanding for at least six (6) months
     after the Option Grant Date. Vesting shall cease on the date on which the
     Optionee ceases to serve as a Director, except as provided in the Plan and
     Section 4 of this Agreement.



2.       METHOD OF EXERCISE OF OPTION. The Option may be exercised (in full or
         in part) by delivery of a written notice to the Corporation at its
         principal executive office, accompanied by payment of the Option Price
         for the Shares as to which such Option is exercised. The Option Price
         of each Share as to which this Option is exercised shall be paid in
         full at the time of exercise (i) in cash, (ii) by surrender of Shares
         owned by the Optionee exercising the Option having a fair market value
         on the date of exercise equal to the aggregate Option Price, or (iii)
         any combination thereof.



3.       WITHHOLDING. Upon exercise of all or any part of this Option, the
         Optionee shall make arrangements with the Corporation for the
         withholding of any applicable federal, state and local income taxes.
         The Director may elect to satisfy such withholding obligations in any
         manner permitted under the Plan.



4.       EXPIRATION DATE.  Subject to earlier termination as provided in the
         Plan or this Agreement, this Option shall expire ten (10) years after
         the Option Grant Date.  Unless the Optionee ceases to be a Director
         after the Optionee attains his or her mandatory  retirement age (as
         defined in the corporation's bylaws) or on account of the Optionee's
         death or Disability, vesting of the Option shall cease on the date on
         which the Optionee ceases to be a Director and the Option shall
         terminate on the date which is three (3) months after the date on
         which the Optionee ceases to be a Director.  In the event of death or
         disability, the Option shall terminate two (2) years after the date
         on which the Optionee ceases to be a Director.

                                      35

<PAGE>

5.       AGREEMENT TO TERMS OF PLAN. By signing this Agreement, the Optionee
         accepts the Option subject to the terms and conditions of the Plan
         and this Agreement. Unless otherwise provided in this Agreement,
         capitalized terms used in this Agreement shall have the meanings set
         forth in the Plan. As provided in the Plan, this Agreement shall be
         governed by, and construed in accordance with the laws of the State
         of Maryland.



6.       RECEIPT OF PROSPECTUS. By signing this Agreement, the Optionee
         acknowledged receipt of the Prospectus filed by the Corporation with
         the Securities and Exchange Commission under the Securities Act of
         1933.



Dated:  April 28, 1997



ATTEST:                                     MONOCACY BANCSHARES, INC.







________________________________    By: _____________________________

Brian M. Etzler, Secretary                         Frank W. Neubauer, President



         The Optionee acknowledges receipt of a copy of the Plan, and represents
that he or she is familiar with the terms and provisions thereof. The Optionee
hereby accepts this Option subject to all the terms and provisions of the Plan.



Dated : April 28, 1997




                                                     __________________________
                                                     Optionee




                                       36

<PAGE>




EXHIBIT A

                                             MONOCACY BANCSHARES, INC.
                                   1997 INDEPENDENT DIRECTORS' STOCK OPTION PLAN


1.       PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to
         advance the development, growth and financial condition of Monocacy
         Bancshares, Inc. and its subsidiaries (the "Corporation"), by
         providing incentives through participation in the appreciation of
         capital stock of the Corporation so as to secure, retain and motivate
         members of the Corporation's Board of Directors (the "Board") who are
         not officers and employees of the Corporation or any subsidiary
         thereof ("non-employee directors"). This Plan shall be interpreted
         and implemented in a manner so that non-employee directors will
         not fail, by reason of this Plan or their participation in it, to be
         "disinterested persons" within the meaning of Rule 16b-3 under the
         Securities Exchange Act of 1934, as amended ("Exchange Act") as to
         any employee benefit plan of the Corporation or its affiliates.

2.       TERM. The Plan shall become effective as of the date the Corporation's
         stockholders duly approved the Plan (the "Effective Date"). If the
         Plan is so approved, it shall continue in effect until any stock
         options granted under the Plan either have lapsed or been exercised,
         satisfied or canceled according to their terms under the Plan.

3.       STOCK. The shares of stock that may be issued under the Plan shall
         not exceed, in the aggregate, sixty thousand (60,000) shares of the
         Corporation's common stock, par value $5.00 per share (the "Stock").
         The aggregate amount of Stock under the Plan may be adjusted
         pursuant to paragraph 10. Such shares of Stock may be either
         authorized and unissued shares of Stock, or authorized shares of
         Stock issued by the Corporation and subsequently reacquired by it as
         treasury stock. Under no circumstances shall any fractional shares
         of Stock be issued under the Plan. The Corporation shall reserve and
         keep available, and shall duly apply for any requisite governmental
         authority to grant the stock options under this Plan, and issue or
         sell the number of shares of Stock needed to satisfy the requirements
         of the Plan while in effect. The Corporation's failure to obtain
         any such governmental authority deemed necessary by the Corporation's
         legal counsel for the proper grant of the stock options under this
         Plan and/or the issuance and sale of Stock under the Plan shall
         relieve the Corporation of any duty, or liability for the failure to
         grant the stock options under this Plan and/or issue or sell the
         Stock as to which such authority has not been obtained.

4.       STOCK OPTIONS. Stock options shall be granted under the Plan to all
         current non-employee directors of the Corporation, and any
         non-employee director, other than current or prior members of the
         Board, who become a member of the Board at any time within a five (5)
         year period after the Effective Date (such directors shall be
         referred to under this Plan as a "Director"). Every stock option
         granted to a Director shall be exercisable during his or her lifetime
         only by the Director, and shall not be salable, transferable or
         assignable by the Director except by his or her Will or pursuant to
         applicable laws of descent and distribution. Commencing on the
         Effective Date, or in the case of a Director, who becomes a member of
         the Board at any time within a five (5) year period after the
         Effective Date, commencing on the date he or she is elected or
         appointed to the Board, a Director shall be granted a stock option
         to purchase five thousand (5,000) shares of Stock (the "Stock Option")
         under the following terms and conditions:

         (a)  The time period during which any Stock Option is exercisable
              shall be ten (10) years after the date the Stock Option is
              granted to the Director. However, no option may be exercised
              after the expiration of its term or after the date set forth in
              subsections (b), (c) or (d) below, if earlier. Options are
              exercisable only to the extent they are vested.


         (b)  If the Optionee ceases to be a Director after attaining
              mandatory retirement age (as defined in the Corporation's
              By-Laws) or on account of death or disability, all outstanding
              options granted to such Optionee shall vest and the Optionee
              (or the Optionee's legatees or distributees or the personal
              representative of the Director's estate, in the event of the
              Optionee's death) may exercise the Optionee's outstanding
              options at any time until the first of the following to occur
              (1) that date that is two years after the date on which the
              Optionee ceases to be a Director or (2) the date on which such
              outstanding options expire according to their terms.

                                      37

<PAGE>

         (c)  If an Optionee ceases to be a Director for any reason other
              than described in subsection (b) above, the Director may
              exercise his or her outstanding options to the extent vested at
              any time (subject to the limitations of subsection (f) below)
              until the first of the following to occur (1) the date that is
              three months after the date on which the Optionee ceases to be
              a Director or (2) the date on which such outstanding options
              expire according to their terms.

         (d)  If an Optionee dies after the Optionee ceases to be a Director,
              but within the time period during which his or her outstanding
              Options are still exercisable, the Optionee's outstanding
              Options may be exercised by his or her legatees or distributees
              or the personal representative of his or her estate. Such
              outstanding Options may be exercised at any time (subject to the
              limitations of subsection (f) below) until the first of the
              following to occur (1) the date that is two years after the date
              on which the Optionee ceases to be a Director or (2) the date on
              which such outstanding Options expire according to their terms.

         (e)  The purchase price of a share of Stock subject to a Stock Option
              shall be the fair market value of the Stock as determined under
              paragraph 6 hereof.

         (f)  Options are exercisable only to the extent they are vested, and
              no option may be exercised during the first six months after
              the Option Grant Date, unless the Optionee dies or becomes
              disabled (as determined under Title II of the Social Security
              Act, 42 U.S.C. Sections 301 et seq.) before the expiration of the
              six-month period. The Stock Option shall be made by a written
              agreement attached hereto as Exhibit "1", which written agreement
              contains the vesting schedule of the Stock Option, as follows:

<TABLE>
<CAPTION>

                  Period From Option                 Vested            Number of
                  Grant Date                         Percentage        Shares Vested
                  ------------------                 ----------        -------------
              <S>                                 <C>                 <C>
                 Less Than 1 Year                           25%               1,250
                 1 Year But Less Than 2 Years               50%               2,500
                 2 Years But Less Than 3 Years              75%               3,750
                 3 or More Years                            100%              5,000

</TABLE>

5.       EXERCISE. Except as otherwise provided in the Plan, the Stock Option
         may be exercised in whole or in part by giving written notice
         thereof to the Secretary of the Corporation, or his or her designee,
         identifying the Stock Option being exercised, the number of shares of
         Stock with respect thereto, and other information pertinent to the
         exercise of the Stock Option. The purchase price of the shares of
         Stock with respect to which a Stock Option is exercised shall be
         paid with the written notice of exercise, either in cash or in Stock
         which has been held by the Director for at least six (6) months at
         its then current fair market value, or in any combination thereof.
         Funds received by the Corporation from the exercise of any Stock
         Option shall be used for its general corporate purposes. The number
         of shares of Stock subject to a Stock Option shall be reduced by
         the number of shares of Stock with respect to which the Director has
         exercised rights under the Stock Option.

         If the Corporation or its stockholders execute an agreement to dispose
         of all or substantially all of the Corporation's assets or capital
         stock by means of sale, merger, consolidation, reorganization,
         liquidation or otherwise, as a result of which the Corporation's
         stockholders as of immediately before such transaction will not
         own at least fifty percent (50%) of the total combined voting power
         of all classes of voting capital stock of the surviving entity
         (be it the Corporation or otherwise) immediately after the
         consummation of such transaction, thereupon any and all Stock Options
         with the Director would be entitled to receive under the Plan shall
         be immediately granted to the Director until the consummation of such
         transaction, or if not consummated, until the agreement therefore
         expires or is terminated, in which case thereafter all Stock Options
         shall be treated as if said agreement never had been executed. If
         during any period of two (2) consecutive years, the individuals who
         at the beginning of such period constituted the Board, cease for any
         reason to constitute at least a majority of the Board, unless the
         election of each director of the Board, who was not a director of
         the Board at the beginning of such period, was approved by a vote of
         at least two-thirds of the directors then still in office who were
         directors at the beginning of such period, thereupon any and all Stock
         Options which the Director would be entitled to receive under the
         Plan shall be immediately granted to the Director. If there is an
         actual, attempted or threatened change in the ownership of at least
         twenty-five percent (25%) of any classes of voting capital stock of
         the Corporation through the acquisition of, or an offer to acquire
         such percentage of the Corporation's voting capital stock by an
         person or entity, or persons or entities acting in concert or as
         a group, and such acquisition or offer has not been duly

                                      38

<PAGE>

         approved by the Board, thereupon any and all Stock Options which the
         Director would be entitled to receive under the Plan shall be
         immediately granted.

6.       VALUE. Where used in the Plan, the "fair market value" of Stock shall
         mean and be determined as follows (i) in the event that the Stock is
         listed on an established exchange, the closing price of the Stock on
         the date when the Stock Option is granted to the Director (the
         "Relevant Date") or, if no trade did occur on that day, on the next
         preceding day on which a trade occurred; or (ii) in the event that
         the Stock is not listed on an established exchange, but is then
         quoted on the National Association of Security Dealers Automated
         Quotation System ("NASDAQ"), the average of the average of the closing
         bid and asked quotations of the Stock for the five (5) trading days
         immediately preceding the Relevant Date. In either case, in the event
         that no closing bid or asked quotation is available on one (1) or
         more of such trading days, the fair market value shall be determined
         by reference to the five (5) trading days immediately preceding the
         Relevant Date on which closing bid and asked quotations are available.

7.       CONTINUED RELATIONSHIP. Nothing in the Plan or any Stock Option shall
         confer upon any Directors or any right to continue his or her
         relationship with the Corporation as a director, or limit or affect
         any rights, powers or privileges that the Corporation or it affiliates
         may have to supervise, discipline and terminate such Director, and
         the relationships thereof.

8.       GENERAL RESTRICTIONS. Each Stock Option shall be subject to the
         requirement and provision that if at any time the Board determines it
         necessary or desirable as a condition of or in consideration of
         making such Stock Option, or the purchase or issuance or Stock
         thereunder, (a) the listing, registration or qualification of the
         Stock subject to the Stock Option, or the Stock Option itself, upon
         any securities exchange or under any federal or state securities or
         other laws, (b) the approval of any governmental authority, or (c) an
         agreement by the Director with respect to disposition of any Stock
         (including without limitation that at the time of the Director's
         exercise of the Stock Option, any Stock thereby acquired is being and
         will be acquired solely for investment purposes and without any
         intention to sell or distribute such Stock), then such Stock Option
         shall not be consummated in whole or in part unless such listing,
         registration, qualification, approval or agreement shall have been
         appropriately effected or obtained to the satisfaction of the Board
         and legal counsel for the Corporation. Notwithstanding anything to
         the contrary herein, a Director shall not sell, transfer or otherwise
         dispose of any shares of Stock acquired pursuant to a Stock Option
         unless at least six (6) months have elapsed from the date the Stock
         Option was granted, the election of such transaction is made at least
         six months following the date of the Director's most recent
         "opposite-way election" under any plan of the Corporation or the
         transaction is otherwise made in accordance with Section 16 of the
         Exchange Act, as the same may be amended, if at the time of such
         disposition the Director is subject to Section 16 of the Exchange Act.

9.       RIGHTS. Except as otherwise provided in the Plan, the Director shall
         have the rights as a holder of the Stock subject thereto unless and
         until one or more certificates for the shares of such Stock are
         issued and delivered to the Director. No adjustments shall be made
         for dividends, either ordinary or extraordinary, or any other
         distributions with respect to Stock, whether made in cash, securities
         or other property, or any rights with respect thereto, for which the
         record date is prior to the date that any certificates for Stock
         subject to a Stock Option are issued to the Director pursuant to his
         or her exercise thereof. No Stock Option, or the grant thereof, shall
         limit or affect the right or power of the Corporation or its
         affiliates to adjust, reclassify, recapitalize, reorganize or
         otherwise change its or their capital or business structure, or to
         merge, consolidate, dissolve, liquidate or sell any or all of its or
         their business, property or assets.


10.      ADJUSTMENTS. In the event that the shares of Common Stock of the
         Corporation, as presently constituted, shall be changed into or
         exchanged for a different number or kind of shares of stock or other
         securities of the Corporation or of other securities of the
         Corporation or of another corporation (whether by reason of merger,
         consolidation, recapitalization, reclassification, split-up,
         combination of shares or otherwise) or if the number of such shares
         of stock shall be increased through the payment of a stock dividend,
         then, there shall be substituted for or added to each share of stock
         of the Corporation which was theretofore appropriated, or which
         thereafter may become subject to an option under the Plan, the number
         and kind of shares of stock or other securities into which each
         outstanding share of the stock of the Corporation shall be so changed
         or for which each such share shall be exchanged or to which each such
         shares shall be entitled, as the case may be. Outstanding Options
         shall also be appropriately amended as to price and other terms, as
         may be necessary to reflect the foregoing events. If there shall be
         any other change in the number or kind of the outstanding shares of
         the

                                      39

<PAGE>

         stock of the Corporation, or of any stock or other securities in
         which such stock shall have been changed, or for which it shall have
         been exchanged, and if a majority of the disinterested members of
         the Board shall, in its sole discretion, determine that such change
         equitably requires an adjustment in any Option which was theretofore
         granted or which may thereafter be granted under the Plan, then such
         adjustment shall be made in accordance with such determination.

         The grant of an Option pursuant to the Plan shall not affect in any
         way the right or power of the Corporation to make adjustments,
         reclassifications, reorganizations or changes of its capital or
         business structure, to merge, to consolidate, to dissolve, to
         liquidate or to sell or transfer all or any part of its business or
         assets.

         A dissolution or liquidation of the Corporation, or a merger or
         consolidation in which the Corporation is not the surviving
         Corporation, shall cause each outstanding Option to terminate, except
         to the extent to the extent that another corporation may and does in
         the transaction assume and continue to the Option or substitute its
         own options.

         Fractional shares resulting from any adjustment in Options pursuant
         to this Article 10 may be settled as a majority of the disinterested
         members of the Board or the Committee (as the case may be) shall
         determine.

         To the extent that the foregoing adjustments relate to stock or
         securities of the Corporation, such adjustments shall be made by a
         majority of the disinterested members of the Board., whose
         determination in that respect shall be final, binding and conclusive.
         Notice of any adjustments shall be given by the Corporation to each
         holder of an Option which shall be so adjusted.

11.      FORFEITURE. Notwithstanding anything to the contrary in this Plan,
         if the involved Director has been engaged in fraud, embezzlement,
         theft, commission of a felony, or dishonesty in the course of his or
         her relationship with the Corporation or its affiliates that has
         damaged them, or that the Director has disclosed trade secrets of the
         Corporation or its affiliates, the Director shall forfeit all rights
         under and to all unexercised Stock Options, and all exercised Stock
         Options under which the Corporation has not yet delivered
         certificates for shares of Stock (as the case may be), and all rights
         to receive Stock Options shall be automatically canceled.

12.      MISCELLANEOUS. Any reference contained in this Plan to a particular
         section or provision of law, rule or regulation, including but not
         limited to the Internal Revenue Code of 1986 and the Exchange Act,
         both as amended, shall include any subsequently enacted or promulgated
         section or provision of law, rule or regulation, as the case may be,
         of similar import. With respect to persons subject to Section 16 of
         the Exchange Act, transactions under this Plan are intended to comply
         with all applicable conditions of Rule 16b-3 or any successor rule
         that may be promulgated by the Securities and Exchange Commission.
         To the extent any provision of this Plan fails to so comply, it shall
         be deemed null and void, to the extent permitted by applicable law,
         subject to the provisions of paragraph 13 below. Where used in this
         Plan: the plural shall include the singular, and unless the context
         otherwise clearly requires, the singular shall include the plural;
         and, the term "affiliates" shall mean each and every subsidiary of
         the Corporation. The captions of the numbered paragraphs contained
         in this Plan are for convenience only, and shall not limit or affect
         the meaning, interpretation or construction of any of the provisions
         of the Plan.

13.      AMENDMENT. The Plan may not be amended, suspended or terminated
         except as may be provided for herein, or as may be required under
         the provisions of the Internal Revenue Code of 1986, as amended, and
         Section 16 of the Exchange Act, and the rules and regulations
         thereunder. If any provision of the Plan would cause a non-employee
         director not to be a "disinterested person" within the meaning of
         Rule 16b-3 under the Exchange Act as then applicable to any employee
         benefit plan of the Corporation, such provision shall be construed
         or deemed amended to the extent necessary to preserve such
         non-employee director's status as a "disinterested person".

14.      TAXES. The issuance of shares of Stock under the Plan shall be subject
         to any applicable taxes or other laws or regulations of the United
         States of America and any state or local authority having jurisdiction
         thereover.

                                       40

<PAGE>


                                  EXHIBIT 10.12

                                   F&M BANCORP
     CONVERSION OF MONOCACY BANCSHARES, INC. STOCK OPTIONS HELD BY EMPLOYEES
                                     (DATE)

         Pursuant to Section 1.5 of the Agreement and Plan of Merger (the
"Plan") dated as of September 4, 1998, by and between F&M Bancorp ("F&M
Bancorp") and Monocacy Bancshares, Inc. ("Monocacy"), F&M Bancorp hereby grants
to you substitute stock options as set forth below. Such substitute stock
options shall be subject to the terms and conditions as set forth in the
Monocacy Bancshares, Inc.1994 Stock Incentive Plan, attached hereto as Exhibit
A.

         Each Monocacy stock option held by you is hereby converted into an F&M
Bancorp stock option which entitles you to purchase a number of shares of F&M
Bancorp Common Stock equal to the number of shares of Monocacy Common Stock (as
to each whole share) which could have been purchased under each Monocacy stock
option multiplied by the Exchange Ratio (as defined in the Plan) rounded down to
the nearest whole share. The per share exchange price of each F&M Bancorp stock
option granted hereunder shall be equal to the price per share set forth in each
Monocacy stock option divided by the Exchange Ratio (as defined in the Plan),
rounded up to the nearest whole cent.

CONVERSION CALCULATION:

Exchange Ratio: 1.251
Employee:

MONOCACY STOCK OPTIONS:

<TABLE>
<CAPTION>

                           SHARES SUBJECT
DATE OF GRANT              TO OPTION                 EXPIRATION DATE EXERCISE PRICE
-------------              --------------            ------------------------------
<S>                      <C>                       <C>

</TABLE>


F&M BANCORP SUBSTITUTE STOCK OPTIONS:

<TABLE>
<CAPTION>

                           SHARES SUBJECT
DATE OF GRANT              TO OPTION                 EXPIRATION DATE EXERCISE PRICE
-------------              --------------            ------------------------------
<S>                     <C>                        <C>

</TABLE>


         IN WITNESS WHEREOF, having been duly authorized, we have signed this
document as of the ______ day of ______________, 1999.

                                            F&M Bancorp


                                            By: ____________________________
                                            Name:
                                            Title:


                                            By: ____________________________
                                            Name:
                                            Title: